The Amazing Spider-Man
by Opticz
Summary: Peter Parker, a fifteen year old freshmen comes across his father's work at Oscorp. He soon discovers that he has been given a wonderful gift which throws him on a collision course with rising villains. He must also battle a mysterious demon lurking inside him, but it's all in a days work for The Amazing Spider-Man!
1. Chapter 1

**The Amazing Spider-Man**

**Chapter 1: Powerless**

_Tik tok tik tok tik tok tik tok tik tok_

_Thump thump thump thump_

_Tap tap tap tap_

Peter Benjamin Parker barely listened to the sounds of his classmates pen tapping and tapping their erasers against the desk. All he could think about was spending the night at his best friend, Harry Osborn's house. He tore his eyes away from the window and looked at the desk next to him to see the curly haired boy finishing up his Honors Biology test.

Peter once more looked up at the clock on the wall. 2:55. He could hardly wait. Running his hand through his thick, brown hair he thought of what he and Harry would see tonight. Norman Osborn, Harry's father, had told Peter over dinner at his Uncle Ben and Aunt May's house that he had discovered some of Peter's father's old work and was beginning to test it at Oscorp. Peter was bumbling with excitement, he had know very little about his parents and he was very intrigued to see what his father worked on.

Peter leaned back in his desk and put his pen in the smallest pouch of his dark blue backpack. He cleaned his glasses as the bell rang.

"Mr. Osborn, are you quite done?" Mrs. Adams asked from her desk at the front of the brightly lit classroom.

"Yes ma'am," Harry replied while darting through the mass of other freshmen.

Peter got up all the while thinking, 'Oh happy Friday!'

Gwen Stacy, the police chiefs daughter and also a good friend of his grinned at him, "You guys have fun at Oscorp."

Peter smiled handing we her backpack for her. She have him a quick thank you before letting him speak, "You should come, Gwen. It's going to be great!"

The duo walked to the front of the now empty classroom to retrieve Harry who was fumbling on the floor grasping for his pen. "I wish I could, Pete. But you know I've got to spend time at the station today, you know with my mom gone and all. My dad doesn't like me staying home alone anymore. He says it's too dangerous."

"It is dangerous, you should know that crime had been going up steadily in the past year, especially in Manhattan," Peter said to Gwen who frowned.

"You know my mom wouldn't mind picking you up too," the curly haired boy said slinging his book sack over his Iron Man T-Shirt.

Gwen nodded smiling at hairy as the three friends navigated their way through sophomores, juniors, seniors, and freshmen alike.

Peter opened his locker and grabbed his Algebra book and notebook while hairy opened the locker above his.

"Yeah, and that's sweet of her, but my father would want to meet your parents first," Gwen said leaning against the gray lockers.

The crowd of teenagers was thinning as peter watched them absentmindedly. His phone buzzed in his pocket and he pulled out the slim, black object as he listened further into the conversation.

"But your dad has met mine plenty of times! Really, like all the time," Harry argued shutting his locker.

Gwen brushed her soft, blonde bangs from her blue eyes, "He never met your mom, and he only met your dad in a business like fashion."

Harry rolled his eyes with a small laugh, "Well, I'll talk to you later then."

Gwen nodded as the three exited Midtown High School, "I'll see you guys later, ok?"

"Bye Gwen," Peter said looking down at his phone while Harry waved to the retreating blonde.

"My mom said she's parking in Parking Lot E," Harry said as the two friends walked down the asphalt parking lot.

Arriving at Parking Lot E Harry began looking for his mom's black SUV, upon finishing it the two boys hastily walked to the car.

They climbed into the back seat of the two year old luxury vehicle that still managed to smell fresh out of the factory. Emily Osborn turned to face her son and Peter who had just put his phone away after replying to a text from Aunt May.

"Hey, sweetie," Emily Osborn greeted cheerily to her son. "How was that test?"

Peter looked out the window to see the football field and managed to pick out the freshmen bully, Flash Thompson. Peter scowled at the window and turned to look out the windshield.

"It was good mom, pretty difficult though. But I think I made a 'B' on it," he said bucking his seat belt as Emily turned the ignition.

The vehicle roared to life as it rolled smoothly over the parking lot. Emily's dark brown curls bounced slightly as she rolled over a speed bump. Her green eyes could be seen from the rear view mirror.

"How was your day Peter?" Emily asked pulling onto the road.

Peter shrugged, "It was alright, I guess. I just can't wait until we get to Oscorp!" Peter finished excitedly.

Emily smiled, her cheery aura obviously present, "Norman, either. That man wouldn't stop talking about how excited he was to work with his old best friend's son. Harry seemed pretty happy about it, too."

"Oh yeah, Pete! Your dad was working on prototype gliders, like freakin' hover boards man!" Harry said excitedly.

Emily's face became stern, "Watch the language, son."

"Sorry, mom," Harry said.

"You boys hungry?" Emily asked gesturing to the McDonalds up the street.

"Oh yeah, I'm starving! Go you know how hard it is to try and eat lunch that you literally have to chase down?" Peter joked earning a laugh from his friend.

Emily smiled pulling into the fast food restaurants drive through. As usual, there was a lot of people in the line.

"So, Peter, how's your Aunt doing? I've been dying to go have lunch with May but she's been so busy with her nursing schedule," Emily said.

"She's been doing great. She's been wanting to go too. My Uncle said he enjoyed that old movie with Mr. Osborn yesterday," Peter said as the line moved up.

"I swear, that man has his sights focused on cutting edge technology but sits back and watched ancient cowboy movies. Crazy isn't it?" she laughed as Harry piped up.

"Hey, cowboy movies are insane!"

"It's the irony, honey," Emily said going up to place their order.

"The usual?" Emily asked not turning around for she already knew the answer. "Feeding men is so difficult now a days." she joked.

Peter and Harry returned to their phones browsing though pages of apps. Emily relieved the order and have the two bags to her passengers. Peter munched on fries as Harry dig into his double bacon cheese burger.

"My god, is he always that hungry?" Emily asked crossing the Queensboro Bridge into the concrete city.

"Oh yes, you could swear he doesn't eat for weeks," Peter said while Harry shot him a glare.

Emily shook her head, the ride to Oscorp was relative silent. Peter opened his eyes with amazement like he never saw the three towering structures before in his life.

Emily parked on the private parking space. Peter got out of the SUV and looked directly ahead.

The walkway was a dark red brick shade and was trimmers with lush, green bushes leading up to the marble fountain. A large sign the read 'Oscorp Industries' was displayed behind the fountain in large, white letters. Oscorp Tower One, the largest tower in Manhattan, rose one hundred and forty floors into the sky. It looked as though two buildings were wrapping coiling along the tower. A symmetrical, honeycomb patter ran up the front of the building. Two large, triangular spires cut into the air from the top of the building. The glass and black metal structure overshadowed New York City only to be matched by towers two and three.

The other two towers each were twenty floors short her than their predecessor and were each connected by a black covered bridge.

"Just like I left her," Harry said joking carrying his bag into the main lobby of Tower One.

The three strode into the lobby. The lobby was littered with tourists, scientists, and guards. The front desk sat in front of a controlled waterfall that lay on the second floor of the lobby. Emily strode past the desk murmuring a good afternoon to the front desk lady, Hellen.

They stepped into a private glass elevator on the side of the building. Harry pressed the '137' as the elevator immediately shot up the side of the building. They were in the living room of the left spire pent house.

"Dad! We're home!" Harry called into the living room. It was decorated by an electric fireplace, three large leather sofas and wooden flooring. A diamond chandelier hung over the room dangling from the triangular ceiling of the one hundred and fortieth floor. A seventy inch TV hung oblast the blue flame fireplace.

"Man, I never get tired of seeing this place," Peter said.

Emily pat his head as she walked into the kitchen.

"Hello, boys." Norman Osborn appeared behind them scaring Peter.

"Hey dad!" Harry exclaimed rushing his father and embracing the 6'3 man.

"Aw! Hey there buddy! How was school?" Norman asked returning his son's embrace.

Norman sported his usual pressed black and white suit with his slicked back brown hair. One lone curl hung above his left eyebrow. Dark brown eyes met green as Harry spoke, "It was alright, Pete and I can't wait to go down to the lab, though!"

Norman laughed deeply, "Well don't you boys worry, we're going down soon. I just need to pick up my tablet, why don't you boys go wash up real quick and we'll leave in five minutes."

The duo nodded and rushed to the bathroom. It was quite large with two sinks and a wall mirror. Peter and Harry washed their faces and hands before walking out into the living room to see Norman embracing his wife. He gave her a peck on the lips before stepping back, "How was your afternoon with Tony?"

"It was very nice. He and I came to an agreement about the military weaponry and armor and our lab techs should start operating in his tower within the month," Norman said with a smile as he brushed his hand against his wife's cheek.

"That's wonderful, but why not over here? Didn't the man say our labs were larger?" Emily asked sitting on one of the sofas.

"Yes, but we don't have a supercomputer AI technology assisting our technicians," Norman said.

"Besides, Stark Tower has great laboratories. Just not the most updated technology," he said with a shrug tuning to face the two boys.

"You guys ready to go?" Norman asked with a smile as he readjusted his tie.

The boys nodded as Peter pushed his glasses up.

"You guys be careful, you know that equipment isn't stable yet," Emily warned firmly.

"Don't worry mom, we'll be fine," Harry said stepping into to the elevator with Norman and Peter.

As the elevators closed and they descended to the eightieth floor to reach the Tower Three bridge. "You're father was a brilliant man, and a close friend Peter. I can't wait to share his knowledge with the world. I know, that with his research Oscorp and mankind can reach a new level," Norman beamed.

"I wish I knew my father. I wish he stuck around, but he and my mom are gone now, and there's nothing I can do," Peter said with his head hung.

Norman clapped a firm hand over the fifteen year olds shoulder, "Don't worry, Peter. I lost my father when I was seven years old, and my mother when I was nineteen. We all have challenges to face, some tougher than we think we can overcome. But that doesn't matter because there is nothing in this world that can stop us."

Peter looked up at the man with his warm, reassuring smile as Harry walked ahead texting Gwen.

"Look at it this way, you have a father figure in your life now. Your Uncle Ben, and I tell you, he's just like your father. Just maybe not as stubborn!" he laughed with Peter. Normans expression darkened as he looked ahead, "At least you didn't have to watch them die, with nothing you can do. Be thankful that you didn't, and hopefully never have to do that."

Peter nodded as Norman opened the door with his retinal scan. The lab doors opened with a swish revealing shelves and platforms full of technology and notebooks. Old laptops littered tables with files opened and text documents being extracted. Peter looked around in wonder at his father's work. Taking special interest in the bio cable formula. He made a mental note to analyze that later on during the mini tour.

Harry took interest in the sleek, green glider. It was spray painted a dark green and black with a white Oscorp insignia on it.

"And here, is Richard's work that he focused the most on," Norman pointed at the glass tank filled with spiders.

"Spiders?" Harry asked quizzically.

"Yes, spiders. Radioactive spiders. If we turn on the emitter over there," Norman gestured to a metal console near the case of spiders, "It will release a controlled ray of radiation on these spiders, and they immediately have stronger vitas and statistics. It's quite interesting, really."

Harry nodded, but Peter was the one that was truly intrigued, "What does it do to them exactly? Can we turn it on?"

"It advances speed, strength, equilibrium, toughens them up too. It enhances just about everything about them. And yes, we can turn it on," Norman said looking up at the electrician on the second floor.

"Max! Can you power up the radiation emitter?" Norman shouted to a boy of twenty on the second floor working on a broken laptop.

"Got it, boss!" Max shouted flipping the switch on the machine and setting the power to 5 out of 10.

The machine hummed gently and the spiders began to speed around the case.

"That's cool," Harry said amazed by the spectacle.

The machine began to hun louder and louder, "Mr. Osborn?" Max asked worriedly looking at the emitters screen from the second floor power switch.

Norman looked up from his tablet displaying the spider's vital signs. "What is it Max?"

"The power level is at ten now! It's going to blow!" Max shouted trying to stop the rumbling machine which was now smoking.

Norman's face was alarmed, "Boys, run!"

It was too late, the radiation emitter blew up sending a radiated shockwave and a large burst of electricity and flames through the room. Peter could see Harry being thrown onto the corner of a table hitting his head against it. Norman, on the other hand was thrown onto the glider.

Max was slumped over the console, smoke rising upon his back. Peter hadn't even realized how much pain he was in, he could see a large gash on his forearm and a black liquid flowing into the wound. The spiders were also crawling over him, at least three had bit him by now. Peter moaned in pain as flames took over the room. The last thing he heard was Gwen's ringtone before he blacked out.

**AN:**

**Hey guys! Good to be on the Spider-Man side of FanFiction. The origin story for Spider-Man will be much different and obviously Norman Osborn isn't the big baddy he usually is. I also did some research on Harry's mother and found her name was Emily and died shortly after he was born. In this story she will be around much longer. Feel free to leave a review telling me which villains you would like to see in this fiction. It should be fairly obvious who the first shall be! Anyway, see you guys in chapter 2!**


	2. Chapter 2

** The Amazing Spider-Man**

** Chapter 2: The Awakening**

* * *

Peter Parker's eyes shot open and were immediately blinded by the seemingly bright hospital lights. Taking a deep breath he looked around the room. It was painted a coral color and was occupied by a recliner bed and a small love seat which held Harry Osborn.

Peter became aware of the TV which was playing the science channel. He could hear a feminine voice outside of his room, likely on a phone.

"Hey buddy, you awake?" Harry asked softly.

Peter groaned sitting up and rubbing his eyes. He was shocked to see that he could see clearly without his glasses on, still being somewhat disoriented, he thought nothing of it. "Yeah, how are you?"

Harry shrugged and stood up to walk to his friend's side, "I feel fine, just hit my head. We were all worried about you."

Peter chuckled horsely, "I just see you here, buddy."

"Gwen's outside, and your Aunt and Uncle are on their way. They went get us all some food after the doctors told them you would be waking up soon, they didn't think you'd be up for another few days," Harry said with a frown. "But my buddy right here, his vitals shot up like a rocket only an hour after we got here."

"What day is it?" Peter asked surprised.

"Still Friday, the accident was only two hours ago," Harry said, Peter finally noticed the bandage under his friend's curly bangs.

"So like, six o' clock or something?" Peter asked sitting on the edge of the hospital bed.

He was relieved to see he hadn't been changed out of his regular clothes, only his dark blue jacket was missing. He also brushed the bandage that had small black specks on it that seemed to be seeping through the material.

"Hit it right on the nailhead my friend, oh. Hey Gwen," Harry said cheerily to the short blonde that almost ran into the room.

"Peter! Are you ok?" She asked standing in front of him and bending down to give him a hug.

Peter smiled and returned his friend's embrace taking her perfume in and absentmindedly stroked her soft, blonde hair. "I'm doing just fine, peachy actually."

She rolled her eyes and have Gina a mock scoff, "I could see the tower burning from a few miles away, I was so worried about you guys." Her expression seemed saddened now.

"Well, we're all fine. I think," Peter said.

"No, man. Max is in critical condition,, they don't know if he is even going to make it. My dad has been there for the past hour, it doesn't look good," Harry said solemnly.

"Yeah," Peter gulped, "I saw him getting electrocuted."

"My god," Gwen murmured.

The door handle to the hospital room twisted and the door opened inwards shedding another ray of light into the room which was only lit by the receding sunlight. Aunt May stepped in followed by Uncle Ben, "Oh Peter! I was so worried about you, oh my boy!" Aunt May embraced Peter in a hug tighter than he thought she was capable of.

"Hey there bud, I see the old Parker luck kept you right on those feet eh?" Uncle Ben asked with a smile patting his nephew on the shoulder.

"I'm fine guys, feel better than I have in a long time actually," Peter said standing up and stretching.

Aunt May sighed as Uncle Ben lays the box of pizza on the bed, "Eat up, kiddos."

"Oh God, I'm so hungry," Peter said devouring two slices before Harry could even cross the room from his perch on the AC unit.

"Man, chill. There's only so much pizza in New York," Harry joked biting into a slice.

"I don't blame him, I mean. You guys did survive a radioactive blast without any serious injury," Gwen said.

"Oh, yes. Peter, dear, how is your arm?" Aunt May asked.

Peter laughed, "I don't feel it, in fact," he began to pull the bandage off despite protests from his four guests.

Peter dropped the bandage to the floor with a shocked expression, the cut was gone. Not even a trace, "See? It's all better," he chuckled nervously.

"My God, that's like nothing I've ever seen before," Aunt May said placing her fingers on her lips. Worry and confusion playing in her light brown eyes.

"That's my boy, tough just like ol' Ben," Uncle Ben said with a hearty laugh clapping his hand down over Peter's shoulder.

"Not so hard, Ben," Aunt May scolded sternly.

"Nothing to worry about, honey. This boy is about as solid as a rock," Uncle Ben laughed.

Peter didn't even feel the impact, only the vibration reverberating throughout his body. Aware of the vibrations, he could almost feel door shutting and the patting of footsteps down the hallway, the more he focused the stronger it felt. He felt the vibration intensify as his guardians and friends carried on a conversation and all Peter

could think was, 'What is going on with me?'

* * *

The weekend passed uneventfully, the first schooldays did as well. Straight until the time Peter was walking out of school with Harry and Gwen.

"Man, I really wish Mr. O' Hara would stop throwing in Spanish words we don't know," Harry complained after receiving a 40 on his Spanish quiz.

Gwen rolled her eyes, "Well maybe, if you would actually study at night instead of staying up with Peter into the ungodly hours of the morning then maybe you wouldn't make bad grades in Spanish."

Peter held the door open for his friends when it happened, as he began to slide his hand off the push in handle he felt resistance. He effortlessly pulled his hand away, which would have been normal if the handle hadn't came along for the ride, or rather, Peter forcing it to do so.

"Peter! What the hell?" Harry exclaimed.

As he looked at the handle that was stuck to his hand it dropped to the concrete steps with a clank.

"Keep walking," Peter said pushing past his friends.

They followed a few dozen yards with him until Gwen piped up, "What was that, Peter?"

"I don't know," he said.

"What do you mean you don't know? You just tore a handle off the door-" Peter cut Gwen off.

"Gwen! I don't know! I think something happened to me, at Oscorp!" Peter said, voice raised as he turned to Harry.

"You gotta take me there, now," Peter said.

"Yeah, yeah sure. My dad needed to talk to you anyway," Harry said, obviously still dazed by what just happened.

Gwen stared at the two boys, "I'm coming with you!"

"No, you have to go to the station," Peter said, he felt sick.

"No way, I'm coming," she said giving Peter her famous 'Do what I say or god help me' glare.

"But what about your dad-"

"Screw that! Peter, something is wrong. And I'm going to help you figure it out, we're friends right? All of us, and we've got to stick together, no matter what," she said with finality.

Peter grinned goofily, "Alright then, Ms. Stacy, let's go."

Harry nodded, "Yeah, we should go, like now. Come on, we can take the subway."

* * *

"Mr. Parker, it's great to see you again," Norman said with a smile as he extended his hand.

Peter shook but quickly blurted out, "What happened to me?"

"Well, I haven't gotten the full laboratory report but I've got a good idea," he said sipping his bottle of water.

The four had sat at a glass table in the ninety-fourth floor's conference room.

"Just tell me," Peter said agin quickly.

Harry and Gwen sat at the table listening to the two speak, faces pale and awaiting revelation.

"You're DNA has been altered," Norman stated plainly.

"Altered?" Peter asked, his own face growing pale. "How?"

Norman sighed rubbing his temples.

"Those spiders, remember what I told you about? Enhanced hearing, stamina, strength, speed, agility, equilibrium, durability, and so many other wonderful things. Truly Peter, this isn't a bad thing actually- Are you listening?"

Peter had gotten up and kicked his shoes off, "Spiders?"

"Yes, Peter! Be careful!" He shouted standing up as the boy placed his right hand against the glass window.

"Peter..." Gwen murmured in awe as the boy who had once had two feet on the ground was now stuck to the ceiling like glue.

"Oh my god, dude! That's sick!" Harry said getting up.

Peter looked upwards at his hands and feet, stuck to the ceiling. He smiled looking down at the three people. He dropped down, without even thinking he spun and landed on all fours.

"Norman, what did that do? What did it-"

"Peter, you- you have the DNA of a spider now. You're almost like a spider man, don't you think? This is amazing!" Norman began typing things down on his iPad.

"What are you doing?!" Gwen snapped, "You have to cure this!"

"Cure? I don't need a cure! This is amazing! I'm half spider, I feel like I can do anything!" Peter said in triumph.

"Peter, don't let this go to your head, don't be stupid," Gwen said walking closer to him.

Harry examined the Oscorp Vital Scanner data pad.

"Pete, check this out," Harry said calling his friend over.

Peter brushed past Gwen with a smirk and leaned over Harry's shoulder. On the screen showed the vitals and x-Ray scan of everyone in the room, a new security feature at Oscorp.

Harry tapped on Peter's image and a side tab popped up on the tablet. The tab gave the subject's name, age, and anything the United States government had on file for that particular person. At the moment, Peter's vital signs were through the roof.

"Look at that, insane, huh buddy?" Harry asked tapping his friends arm.

Peter nodded. Those spiders his father had altered completely changed him, he was no longer puny Peter Parker, he was so much more than that.

"Wait, what's that?" Harry asked furrowing his brow as he analyzed the black swirls that traveled through Peter's blood stream.

"What?" Gwen walked over to the two boys and placed her eyes upon the tablet.

"Blood isn't supposed to be black and red, Harry," Peter said now looking at his skin and pressing it as if he were going to feel a difference.

Norman Osborn had come behind the teenagers and paled. "No, no it's not." He pinched the bridge of his nose shutting his eyes. "It's called the symbiote."

Seeing the confused look of the teenagers, Norman continued, "It was supposed to be the cure for cancer, but it was too unstable, too unpredictable. So Richard and I made the decision to pull the plug and cut funding."

"So why are you so worried, it's not doing anything," Peter said.

"I'm worried because it's alive, it feeds off emotions and actions. The first cancer subjects were encased in the symbiote and each and every one of them experienced great results. Only at first though, they were turned soon after- they were turned into monsters, they murdered several good men and women at Oscorp that day. We had to burn the lab, all of the research is gone, so is the symbiote. Except for what's inside of you. Now, the thing is," Norman paused licking his lips, "is that your symbiote is dormant, it was the symbiote we never tested."

"So I've got some sort of alien living inside of me?" Peter asked incredulously.

"Somewhat, I want to do some research on it, I know there are still some remains in the lab, I'll go pick some samples. You should get some rest Peter, and don't let your emotions get the best of you. That strain is dormant, but not that dormant," Norman said turning on his heel and walking away.

* * *

Peter walked Gwen to her apartment and swung inside a small convenience store to pick up a bottle of spaghetti sauce. Peter almost tore the door off its hinges as he entered the shop, he smirked to himself at his newfound strength.

Peter browsed through the aisles empty of people. It was about five in the evening and since the time hadn't changed, the sun began to set. He found a bottle of sauce, he brushed his left hand over it feeling the now familiar suction as it stuck to his hand. He walked down the aisle casually looking at the selection when he heard a commotion from the front.

A shotgun was fired into the ceiling as the store alarm went off.

"Alright, put the money in the bad chumps!" A voice that probably belonged to a young man was made audible.

Peter leaned over the aisle and grabbed into a rack for support when he felt something soft under his hand. A red ski mask, he tore the tag off and pulled it over his face. 'I've got to stop them!' Peter thought courageously.

He could see earlier that there was only two burglars, so it shouldn't be too much of a challenge for one with his abilities. He passed the glasses rack and, tearing the tags off once more on a pair of black sunglasses that just fit the eyeholes of his mask.

'Ok, guy with the shotgun has his back facing me, should be easy if I take him out first and deal with his buddy after,' Peter thought creeping down the aisle. He saw the man with the shotgun holding up the shop owner who was currently filling shotgun man's bag with money.

Shotgun man's friend possessed nothing but stood guard at the door listening to the approaching sirens. Peter rushed forward with speed no normal human could ever possess, he slammed shotgun man's head into the counter as his buddy whipped around on him.

"What the fuck?" He sputtered in surprise whipping out a concealed pistol, his rapid action caused the store clerk to duck behind the metal counter and send a buzzing sensation in the front of Peter's head.

He noticed the buzzing pointed in the direction of the gunman, who had put his finger on the trigger and pulled. Peter instinctively leapt to the ceiling, black jacket hanging down as his red undershirt was illuminated by the fluorescent light we was sticking to.

"Holy shit! You can stick to walls?!" the man with the pistol took shaky steps back as Peter smiled under the mask and pounced.

He talked the man with his left hand firmly wrapped around the gunman's throat and right already in the air to strike him. Peter landed the blow, pulling his punch only slightly so he wouldn't kill the man. Peter stood up satisfied that he had successfully subdued the two men.

Peter walked back into the store and threw a twenty on the counter near the cowering man, "This should cover my things." He said awkwardly.

"T-thanks," the frightened clerk said hastily reaching for the worn down, crumpled bill.

Peter had stuffed the bottle of sauce into his backpack as the first NYPD police car appeared on scene. A tall young man in his mid twenties stepped out of the vehicle with his pistol raised at Peter, "Stop right there! Put your hands up and don't move!" He shouted.

Peter complied deciding to stick with Gwen's advice and 'not do anything stupid'. Or at least not yet. The young officer approached Peter, "Turnaround and put your hands behind your back."

Peter complied once more letting the officer cuff him, "Let's get that mask off of you-" he started.

Peter tore free from the cold embrace of the metal cuffs and jumped a good two stories into the air until landing on the side of the brick building, "Silly officer, you know I have a right to privacy." Peter said hastily crawling up the wall as the stunned police officer called in backup. 'Good luck with that,' Peter thought while using his enhanced hearing ability.

Peter spent the next ten minutes gaining height and jumping from rooftop to rooftop like a madman. He finally stopped atop a forty story building near Times Square, he perched on all fours on the edge of the building as if in instinct. Surveying the city he could barely hear sirens blaring a few blocks away, 'Ok Parker, you've got your power, now you've got to use it!'

'Just how do I get down?' he questioned himself sitting back down.

'Damn it! Didn't think this one through eh Mr. Parker?' Ok, running it is. Boy will I get some cardio done!' He thought jumping from his perch taking the rooftops to the sirens in the distance.


	3. Chapter 3

**The Amazing Spider-Man**

**Chapter 3: Max**

…

A young man in Black overalls with a Giants baseball cap on strolled down the north wing of the eighty-seventh floor of Oscorp Tower Three. Assessing the repair crew's work on the tower he sighed looking at his old watch. 'Why, oh why did they decide to give _me_ the night shift of all people? Oh, but Max, you're the best electrician in this tower! At least I'm getting paid for overtime, maybe I can actually pay my water bill this month.' Max sighed while regaining a firm grip on his yellow toolbox. He had been struggling to make ends meet ever since his girlfriend's car accident five months ago, she was lucky to have survived. She was now in a coma fighting for her life, she had no one but Max to pay her medical bills, which the hospital so greedily desired.

He sighed, and now, four months after his own accident he now had two bills to pay. He stopped outside of the generator room, setting his toolbox down and walking in he sighed once more, the secondary generator still wasn't running well. The large, circular device rumbled violently.

"Alright settle down, Max is here to save the day," he said climbing the three metal steps to the glass dome over the generator.

Oscorp's generators were not large heaps of metal that one might recognize, these generators had exposed electrical currents for a more "natural" source of energy. Of course, the blue currents were covered by a two inch thick glass dome for electric technician's and wandering employee's safety. Max put his hand on the glass, and suddenly the weak, blue currents of electricity gained color and shot at his hand, only to be stopped by the dome.

"Whoa," he stepped back as the currents receded, weakened.

Weird occurrences such as this had been happening two him for the four months after the accident, he always wanted to tell someone, but feared they wouldn't believe him. Max felt drawn to this generator, though. It was almost as if he could _feel_ it purring and sending vibrations through the brightly lit, white walled room. Entranced, he took Frankenstein like steps toward the dome, and placed his gloved hands upon it. Immediately the electricity shot at the dome, Max's blue eyes reflected the current as his face grew emotionless.

The glass dome began to crack from where his hand was touching. The electricity began to turn into a golden shade as it flowed into his hand. Max, beginning to come back into reality, ripped his hand away from the now shattered dome. The generator was void of its power now, he could feel the surge of the golden electricity flow through his veins as he fearfully departed the room.

Max, passing the security guards and the front entrance to tower three, walked to his shabby apartment near Midtown. He flipped the switch to his apartment, instead of the light coming on, he could see a jagged line of electricity coming from the lone light on the ceiling into his now ungloved hand.

Max backed into the wall and slumped down into a ball, shaking.

"What's happening to me?" he whimpered.

He tried to remember the details to his accident, but he could remember nothing. He pulled out his phone carefully resisting the need for more electricity. He dialed his best friend's number and waited as the phone rang.

"Hey Max," Aleksei Systevich answered, a Russian accent laced his voice.

"Alex, please come over, I need you," Max said, his hands were now shaking.

There was a pause on the line before his Russian friend answered, "Is it about Jamie-"

"No, just come over. Please," he felt as though he was begging Alex now.

"Yeah, yeah, I'm coming." the line went dead as Max curled up into a ball on the floor.

…

Minutes that felt like hours passed before Alex knocked on the door.

"It's open," Max croaked.

He had spent the last few minutes waiting for Alex by draining everything electrical in his apartment aside from the kitchen light.

Alex stepped in, his brown hair was a curled mess as it always was and he sported his usual jeans and a tank top, sporting his muscles. "Hey man, what the hell happened, you had a blackout in your own home?" he chuckled before seeing Max.

His brown locks were now blonde as he sat at the dining room table. He glanced up at Alex, his eyes glowed a bright shade of yellow, "Something like that, I need your help."

His voice wasn't soft and unsure of itself as it usually was, his voice now sounded unintentionally menacing, it worried Alex.

"What's going on man?" Alex asked timidly while slowly walking into the kitchen.

Max shook his head and threw his hands in the air, the kitchen light dimmed as he did so, "It appears," he paused as several golden rays of electricity spurt from his hands into every electrical appliance that littered the shabby apartment. "That I now posses the ability to bend electricity to my will."

Alex noticed that aside from his new found abilities, something was off about his lighthearted friend. He could tell that his former kindness was gone, every aspect that made him the man that broke Alex from his previous career as a mobster was gone. Torn away by this curse, Alex knew Max was dying to use his power, but for what?

"And look, my friend," Max said with a wide grin as he took heavy steps to the small television set in the corner of the room, "The New York Treasury System is importing several loads of golden bricks for trade with our foreign allies. And do you know what that means, brother?"

Alex swallowed, "What?"

"I can save her life," Max said softly, the lights flickered as he hung his head.

Aleksei nodded in understanding, he knew exactly what Max wanted to do. And he knew what it would require him to do, after all these years being reformed from his past life Alex knew he was about to go back. But he didn't care, Max Dillon was his best friend, and he would give his life for that man if need be.

"I can't do it alone though, Alex. I need you-" Alex cut Max off with a raised hand and closed eyes.

"I'm in, I know what you want to do," Alex said looking up at his friend.

"And you know what I'm asking you to do, right? Are you sure you want to do this?" Max asked.

"I'm positive, you're like my brother, I'll do anything for you. Now, we must act quickly," Alex gestured for them, to sit on opposing sides of the coffee table. "In my former line of work I recall there is a small window of when we can get this done, we should have a few days once the shipment arrives, which is tomorrow. So, if that's the case we should pull the heist on Friday, but first we'll need some gear. As you know, I have several underground connections, such as a Phineas Mason. Tomorrow we will visit him and see what he has for us eh?" Alex explained.

"Yeah," Max said taking in all of this information in, "Yeah we'll do that." 

Alex nodded knowing he was about to get into trouble once more, "How about you get some rest and I'll call Phineas and let him know we'll be by tomorrow."

Taking it as more a command than an offer, Max nodded and trudged over to the couch. Aleksei Systevich grinned menacingly as he overlooked the nightime skyline, New York would have to brace itself, for a storm is on the way.


	4. Chapter 4

**The Amazing Spider-Man  
**

**Chapter 4: Charge of the Rhino**

* * *

Humph! Peter grunted as he clasped to a metallic pillar in the underground laboratory of Oscorp. He just managed to dodge a blast from a test laser.

"Good work, Peter!" Norman called from the observatory box fifty feet above him, "Now again!"

Behind the dark green mask Peter's chocolate brown eyes widened as a vibration in the back of his head earned him of danger. Using his enhanced hearing and his ability to almost feel everything that was going on in his general area he could hear the laser before it fired. Now the blasts were not deadly, they were more like beams of red light that, on contact with Peter, would send a signal to the suit locking it down.

Peter perched on all fours vertically on the pillar before performing a side flip to avoids the laser. He soared through the air with inhumane agility before he landed on the green and black mat on all fours. He stood up and looked up at Norman's box to find he wasn't there.

The elevator doors under the box opened and Norman strolled out with his chart. "Excellent work Peter! Five months of hard work is really paying off, let me see those biceps."

Peter grinned behind the green and black material as he raised his right arm and flexed. His muscles had grown considerably in the past five months he had been training under Norman Osborn. The Osborn Boot Camp Peter and Norman had joked one night in the ride from Oscorp to his home in Forest Hills.

Peter peeled off his training mask and downed the bottle of water that he clipped to his utility belt. "I say a few more months of hard work and you could be New York's big hero."

"I'm not going out there to be a hero, Mr. Osborn, I'm going out there to make a difference," Peter said with a shrug.

Norman put his hand on Peter's shoulder with a small smile, "That's the same thing, Peter. But I promise you, you will make a difference."

"I'm proud of you Peter, I remember your father always saying, with great power-"

"Comes great responsibility, yeah my uncle told me that when I was younger. He still says it sometimes, he always believed I would make a difference. I'm so happy to be able to prove him right." Peter said walking with Norman to the elevator on the far side of the room up to the penthouse on top of the tower.

"Peter, check this out," Harry said standing behind the sofa with his arms crossed.

He was staring at the television where a news reporter was describing the scene of a crime.

"This Eddie Brock reporting live in front of the Bank of Manhattan where five armed gunmen were spotted entering the building," the reporter began.

Peter was listening from the bathroom as he changed back into his street clothes. He walked back into the living room where both of the Osborn's were staring at the TV intently.

"We at the Daily Bugle have been receiving unconfirmed reports of hostages in the bundling and a failed attempt of SWAT entry," that was enough to start a fire in Peter's heart.

With sweaty palms he said, "I'm going to the bank."

Norman whirled around, his friendly manner extinguished by a stern expression, "No," he said simply.

"I'm sorry sir, but this isn't your decision to make. With great power comes great responsibility. You know that. Those cops need help, I can do this," Peter said confidently looking the most powerful man in New York in the eye.

"Peter," Norman sighed pinching the bridge of his nose.

"What can a little field work hurt?" Peter asked pulling on the red ski mask and black sun glasses he kept in his back pack.

"If you're going to go then be very careful. I don't want your Aunt and Uncle coming home from their vacation to a body bag," Norman said grimly.

"With your training? Not a chance."

* * *

As the sun began to set a masked figure perched on the edge of a rooftop overlooking the Bank of Manhattan. The reflections of flashing police lights danced upon the young man's sunglasses as he watched the NYPD's movements and negotiations with the criminals.

Peter Parker could vaguely make out what Captain George Stacy was saying to the criminals over the phone, but the masked boy received the implication from the Captain's body language that the negotiations weren't going well. Peter stood on the edge of the limestone building, crouched downwards and leapt. As the fifteen year old soared through the air to the pinnacle of the bank he could barely make out a gunshot coming from the ventilation cracks on the rooftop. They had killed their first hostage.

Peter landed on the pinnacle of the geometrical pyramid which was the rooftop of the bank, using his momentum he pushed off and fell downwards into the back alley where two of the gunmen crouched behind the two dumpsters they used for cover. Peter twisted his body so he could skid to a complete stop on the brick building.

Clinging to the building with only the thin black gloves he dug out from his garage the other day, he made his decent careful not to make too much noise scraping the bricks with his gray running shoes.

Peter crouched behind a bent tin trash can as he dug two of eight red, metal spiders out of his blue jean pocket. He pressed the circular black button on the spider's back. Four small metallic legs popped out on each side of the spider and pointed downwards ready to be thrown. He threw one spider at the gruff looking man on the left who was currently firing a warning shot at a police which a cop had peeked over only a movement ago.

The gadget landed on his back, the metal legs dug into his back and sent several volts of electricity into the burly looking masked thief. He hit the ground convulsing and screaming before he slipped into unconsciousness. His partner, slightly slimmer and significantly shorter looked over at him with a startled manner.

"Whoa! What the hell?!" the younger criminal asked in alarm as a second spider cut into his neck and set an equally large dosage of electricity into him. As his partner did before him, the criminal slumped against the dumpster.

Peter, with a sense of accomplishment, jumped to his feet and dashed to the back door which led to an industrialized hallway. The masked boy crawled upon the ceiling down the dank, dimly lit cement hallway. Approaching a set of double metal doors Peter dropped to the ground and pressed his hands to the floor in front of the door feeling for vibrations.

He could feel the slight patter of boots against... carpet. He could tell the room ahead was carpeted. Perhaps an office?

Peter could also tell that going in head on would be suicide. He would have to find another way. After a moment of searching he spied an air duct ahead of the door. It would be easier to get in if he had something to pull the grate down with, he would just have to do it the hard way.

Climbing up the wall he wrapped his gloved fingers around the grate and pulled effortlessly tearing the grate off he dropped It to the ground and crawled into the claustrophobic air vent. It was dark and littered with cobwebs, still Peter trudged onward a few feet until he could see an air vent that would allow him to drop into the room. Before making his presence know, he simply listened.

There were three armed men in the room, each of them held an assault ride and wore black suits with red ties and a black skull balaclava. They conversed among themselves.

"When is he getting here with the truck?" one tall, stout man asked.

An older looking man who looks to have been blinded in the left eye answered, "About five minutes, ten tops. He says he's going to bring a gift to the NYPD."

The stout gunman raised another question. "And the hostages, what are we going to do with the rest of them?"

"The boss only had one executed for show, but I doubt he's going to kill any more. Word is he's just doing this for his girlfriend, but shit. Money is money," the blinded man answered.

"Why isn't he here anyway?" the third gunman asked.

The blinded man answered quickly, "There's a rumor going around saying he's getting surgery from a man who calls himself The Tinkerer."

"Who's the tinkerer?" the stout man asked leaning against the oak wood desk.

"I don't know him personall

Peter reached into his pocket and pulled out a red metal spider out of his pocket, this one had a lightning bolt on it's bottom with a circle around it. He pressed the bottom on it's back and dropped it through the grate.

Peter backed up as it exploded into a small sea of blue electricity, successfully incapacitating the three gunmen. Peter crawled forward and pushed down on the grate, along with the grate, Peter hit the red and yellow carpet in a pose. He knew the next room was the main lobby and that was where the hostages would be.

There was only a wooden door he could use to get into the lobby, he would have used the vents but that section ended in the room he was in now. Swearing to himself he opened the door and crawled onto the metal rafters just above the imitation diamond chandelier.

He had been to this bank several times with his Uncle Ben, most recently to open a savings account for Peter. The main entrance featured four double golden plated glass doors and a wall made of glass. In gray lettering in the center of the glass wall sat the logo and name of the bank.

Peter looked down and observed the room. There were four other small chandeliers that were identical to the one Peter had perched over. These lights with several smaller wall lights illuminated the room with a bright, warm glow. These lights complemented the pale marble floor and red carpet. The most important thing in the room was, of course, the seven hostages.

There were four women and three men, all of which who were over watched by two men of the same attire of the criminals that lay unconscious in the adjoining office.

'Ok, if I use my little tasers correctly then I can free these hostages and be back at Oscorp within thirty minutes,' Peter thought reaching into his right pocket.

Before Peter could press the button on the spider, his sixth sense (which he liked to call his spider sense) went off. The buzzing was faint, as though he wasn't in danger but... the hostages!

Peter felt the vibrations ripple through the ground and up the walls before he heard shouting and the glass shatter. The chandelier rocked slightly as the large, black van skid to a half effectively scaring the hostages and tearing the carpet.

From the van came a man in a skin-tight, honeycomb patterned black and gray body suit. The body suit was covered with thick, black armor that seemed to be impenetrable by any projectile or melee forces. His helmet had a sheen coat and what appeared to be a platinum coated rhino's horn on the top of the helmet. On the man's back was a large metal backpack which held ammunition for the automatic wrist guns he had begun to fire at the police outside.

His voice sounded deep, but mechanical, "Kill the hostages, and go get the money. I'll hold off the pigs, now move your ass!" the man shouted, now angry.

Peter was snapped out of his wonder to see the men aim at the first two hostages. Peter immediately threw down the two spiders which landed on the two men's backs. The man Peter now decided to call the Rhino was oblivious to the two men's trip to dreamworld as Peter landed on the ground. The hostages opened their eyes in alarm only to be shushed by Peter. Peter untied the hostages rather loudly, it mattered not, for the Rhino had unleashed another volley of bullets at the police outside.

"Get into the office over there," Peter said gesturing to the door which had a golden label on it reading 'Mr. McReary'. "Get behind and under the desk and stay there until the SWAT team breaches, understand?"

The hostages nodded at the young vigilante before scurrying into the room like frightened mice.

Peter turned on the Rhino, "Hey you, you with the ugly face! I'm talkin' to ya'!" Peter yelled while immediately feeling stupid for taunting such a man.

Rhino whipped around in a clunky manner, so he wasn't very intelligent, good. "Who are you?" he asked while bullets bounced off of his armor like fireflies in a bug zapper.

"I like to call myself Spider-Man," he thought off of the top of his head.

Peter, who had just donned himself with the name Spider-Man could practically feel Rhino sneer behind his black visor. "Puny little punk, why don't you get out of here before I cream your little ass?"

Spider-Man scratched his chin ponderously, "How about no?"

Rhino shrugged behind seventy pounds of armor, "Well then Spider-Man," he spat. "You will die."

He raised his arm at Spider-Man preparing to fire. Peter's spider sense alerted him of the flurry of bullets he already knew was coming. Spider-Man back flipped behind a reddish brown desk, using it as cover before he lifted it and chucked it like a water balloon in Rhino's direction.

Rhino delivered a powerful punch to the desk shattering it. As the desk fell from his line of view Rhino could see Spider-Man in mid air about to deliver a hard punch directly into Rhino's visor. The gears worked in between his body armor as Rhino lifted his arm to catch the Spider's fist.

His spider sense had alerted him to late, and now the Rhino held Peter in his iron grasp. Peter was winded as Rhino slammed him into the ground, he winced as he could feel shards of broken glass pierce through his jacket and red shirt into his skin. Rhino twirled rather ungracefully and threw the boy who was clinging into his arm for dear life into an NYPD squad car.

Peter fought for his breath as he fell from the imprint left in the car door onto the road. He looked up to see Rhino charging at him, horn shining in the receding sunlight. Peter jumped upwards as Rhino slammed horn first into the car.

He seemed to have been pissed now, as he whirled around to look at Spider-Man before chucking the police car at him. Peter jumped upwards once more and tore the light bar from the car. He landed on the side of the coffee shop across the street from the bank which the SWAT team was now breaching. Peter breathed a sigh of reliefs knowing the hostages would be safe, now he just had to figure out how to beat this Rhino guy.

Spider-Man chucked the light bar at Rhino, pissing him off even more. Making the regrettable move of leaping to the ground to hit Rhino head on, Spider-Man completely missed his spider sense earning a hit in the gut from Rhino.

Spider-Man crashed through the window of the coffee shop landing on an unforgiving hot cup of coffee. He yelped as Rhino worsened the damage to the shop as he charged right through the bricks. Spider-Man was late once again at blocking Rhino's charge. Rhino grabbed Spider-Man's neck and charged through the wall of the coffee shop sending the two into an auto shop where they were not only coated in just the coffee shop's brownies but now the auto shop's oil.

Oil!

Spider-Man remembered that there were two sections to Rhino's ammo pack. Explosive ammo and regular bullets. Oil is flammable and what happens if explosives are covered in flame? BOOM! Peter thought excitedly.

One might almost describe the teenager as happy as he hit the road and was almost flattened by oncoming traffic. Spider-Man jumped up onto all fours in what would become an iconic pose for him in the coming years. Rhino walked out of the shop, he was caked with coffee, cupcake icing, brownies, and most importantly, oil. Peter pulled out the remaining electric spider's in his pocket, primed them, and threw them at Rhino's back.

The heat from the electricity was all it took to ignite the oil on his pack, Rhino the fireball charged at Spider-Man before an explosion sent him in the air and into the ground.

Spider-Man had won. And what a feeling it was for him.

He, with his torn jacket and cracked sunglasses, walked over to Rhino's smoking body as civilians cleared the area.

Spider-Man could tell he was still alive, thanks to his now melted and cracked armor. Spider-Man rolled the hulking heap over onto his back. The visor was only cracked now, Spider-Man perched on Rhino's stomach and put his fist above his head. Spider-Man sent his fist into Rhino's black tinted visor, breaking it and revealing a pale face.

"I know someone as dumb as you couldn't have come up with this," Peter said leaning close to Rhino. "Who's your boss?"

Rhino laughed, "Fuck you, punk."

"Well as much as I'm sure you would enjoy that I'm going to have to-"

Over his pride of winning the battle, Spider-Man had tuned out the sirens that resided behind him as he heard a pistol click.

"Freeze," Captain George Stacy commands.

Without looking behind him and trusting in his spider sense, Peter leaves Rhino for the police and dashes into the auto shop hearing bullets slam into shelves behind him as he made his way on rooftops back to Oscorp Tower One.

**A/N: Hey guys! So this is my first ever take on a super villain fight (trust me, I have more epic fights coming in the future for this story and of course for The Amazing Spider-Man 2) Anyway, let me know if you did or did not enjoy the fight. Also feel free to leave any questions, suggestions, or any constructive criticism in the review section or just PM me with them. Also, I want to try this for the remainder of this story. So the idea is fairly simple, every three reviews starting now will get the next chapter sent to that third reviewer one week before I post it on the site. So basically the eighth reviewer would get the next chapter early and on and on and on. If you are the third reviewer on the final chapter you will get the first chapter of The Amazing Spider-Man 2 one month earlier than everyone else. I don't know, but that sounds pretty cool to me. So anyway, see you guys in the next chapter!**


End file.
